UNDERTAKINGS OF THE TRANSFEROR. Unless otherwise permitted by this Agreement or the Principal Finance Documents, during the term of this Agreement, the Transferor undertakes to the Collateral Agent : 12.1 not to defeat, impair or circumvent in any way the rights of the Collateral Agent created hereunder; 12.2 subject to sub-Clause 7.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Charged Assets or permit to subsist, create or agree to create any security interest or third party right in or over the Charged Assets except with the prior consent of the Collateral Agent (acting in accordance with the First Lien Intercreditor Agreement); 12.3 subject to sub-Clause 7.1 to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Charged Assets or the Charged Assets ceasing to be transferable; 12.4 to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung) over any of the Charged Assets and any third parties bringing claims in respect of any of the Charged Assets or any other measures which would impair or jeopardize the Collateral Agent ’s rights to any of the Charged Assets or materially impair their value, such notice to be accompanied by any documents the Collateral Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß) and all other documents necessary or expedient for a defence against such attachment. The Transferor shall inform the attaching creditor of the Collateral Agent ’s security interests without undue delay; 12.5 unless otherwise agreed pursuant to this Agreement or the Principal Finance Documents to take, at its own cost and expense, all such action as is available to it as may be necessary for the purpose of the creation, perfection, protection or maintenance of the security rights created or intended to be created by or pursuant to this Agreement or to facilitate the realisation of the Charged Assets; 12.6 upon the Collateral Agent ’s request following the occurrence of an Enforcement Event and while it is continuing, to allow the Collateral Agent (and/or accountants and/or other professional advisors and contractors of the Collateral Agent) to inspect the Charged Assets and the Security Area and to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Transferor during normal business hours, and to make and take away copies of any and all of such books, accounts and other documents; 12.7 following the occurrence of an Enforcement Event and while it is continuing to provide the Collateral Agent promptly at its request with all information and documents which are necessary or desirable in relation to the Charged Assets to protect the legitimate interests of the Collateral Agent and/or the Secured Parties or to enforce any claim assigned hereunder; and
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UNDERTAKINGS OF THE TRANSFEROR. Unless otherwise permitted by this Agreement or the Principal Finance Documents, during the term of this Agreement, the Transferor undertakes to the Collateral Agent :
12.1 not to defeat, impair or circumvent in any way the rights of the Collateral Agent created hereunder;
12.2 subject to sub-Clause 7.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Charged Assets or permit to subsist, create or agree to create any security interest or third party right in or over the Charged Assets except with the prior consent of the Collateral Agent (acting in accordance with the First Lien Intercreditor Agreement);
12.3 subject to sub-Clause 7.1 to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Charged Assets or the Charged Assets ceasing to be transferable;
12.4 to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung) over any of the Charged Assets and any third parties bringing claims in respect of any of the Charged Assets or any other measures which would impair or jeopardize the Collateral Agent ’s ‘s rights to any of the Charged Assets or materially impair their value, such notice to be accompanied by any documents the Collateral Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß) and all other documents necessary or expedient for a defence against such attachment. The Transferor shall inform the attaching creditor of the Collateral Agent ’s security interests without undue delay;
12.5 unless otherwise agreed pursuant to this Agreement or the Principal Finance Documents to take, at its own cost and expense, all such action as is available to it as may be necessary for the purpose of the creation, perfection, protection or maintenance of the security rights created or intended to be created by or pursuant to this Agreement or to facilitate the realisation of the Charged Assets;
12.6 upon the Collateral Agent ’s request following the occurrence of an Enforcement Event and while it is continuing, to allow the Collateral Agent (and/or accountants and/or other professional advisors and contractors of the Collateral Agent) to inspect the Charged Assets and the Security Area and to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Transferor during normal business hours, and to make and take away copies of any and all of such books, accounts and other documents;
12.7 following the occurrence of an Enforcement Event and while it is continuing to provide the Collateral Agent promptly at its request with all information and documents which are necessary or desirable in relation to the Charged Assets to protect the legitimate interests of the Collateral Agent and/or the Secured Parties or to enforce any claim assigned hereunder; and
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UNDERTAKINGS OF THE TRANSFEROR. Unless otherwise permitted by this Agreement or the Principal Finance Documents, during the term of this Agreement, the Transferor undertakes to the Collateral Agent :
12.1 not to defeat, impair or circumvent in any way the rights of the Collateral Agent created hereunder;
12.2 subject to sub-Clause 7.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Charged Assets or permit to subsist, create or agree to create any security interest or third party right in or over the Charged Assets except with the prior consent of the Collateral Agent (acting in accordance with the First Lien Intercreditor Agreement);
12.3 subject to sub-Clause 7.1 to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Charged Assets or the Charged Assets ceasing to be transferable;
12.4 to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung) over any of the Charged Assets and any third parties bringing claims in respect of any of the Charged Assets or any other measures which would impair or jeopardize the Collateral Agent Agent’s rights to any of the Charged Assets or materially impair their value, such notice to be accompanied by any documents the Collateral Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß) and all other documents necessary or expedient for a defence against such attachment. The Transferor shall inform the attaching creditor of the Collateral Agent Agent’s security interests without undue delay;
12.5 unless otherwise agreed pursuant to this Agreement or the Principal Finance Documents to take, at its own cost and expense, all such action as is available to it as may be necessary for the purpose of the creation, perfection, protection or maintenance of the security rights created or intended to be created by or pursuant to this Agreement or to facilitate the realisation of the Charged Assets;
12.6 upon the Collateral Agent Agent’s request following the occurrence of an Enforcement Event and while it is continuing, to allow the Collateral Agent (and/or accountants and/or other professional advisors and contractors of the Collateral Agent) to inspect the Charged Assets and the Security Area and to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Transferor during normal business hours, and to make and take away copies of any and all of such books, accounts and other documents;
12.7 following the occurrence of an Enforcement Event and while it is continuing to provide the Collateral Agent promptly at its request with all information and documents which are necessary or desirable in relation to the Charged Assets to protect the legitimate interests of the Collateral Agent and/or the Secured Parties or to enforce any claim assigned hereunder; and
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UNDERTAKINGS OF THE TRANSFEROR. Unless otherwise permitted by this Agreement or the Principal Finance Documents, during 13.1 During the term of this Agreement, the Transferor undertakes to the Collateral Agent Holder:
12.1 (a) to take all actions or make all declarations the Collateral Holder may require for perfecting, protecting or enforcing the Security Interest intended to be created by this Agreement at the Transferor’s cost and expense;
(b) not to defeat, impair or circumvent in any way the rights of the Collateral Agent created hereunder;
12.2 subject to sub-Clause 7.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Charged Assets create or permit to subsist, create or agree to create subsist any security interest or third party right in or encumbrance over the Charged Assets except with the prior consent any of the Collateral Agent (acting in accordance with Transferred Assets or any interest therein or otherwise sell, transfer or dispose of any of the First Lien Intercreditor Agreement);
12.3 subject Transferred Assets or knowingly do or permit to sub-Clause 7.1 to refrain from any acts be done, anything which might depreciate, jeopardize or omissions, the purpose otherwise directly or effect of which is or would be the material dilution of indirectly prejudice the value of the Charged such Transferred Assets or the Charged Assets ceasing to be transferableany interest therein;
12.4 (c) to inform obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, licenses and consents required in or by law to enable the Transferor lawfully to enter into and perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement;
(d) to notify the Collateral Agent Holder without undue delay in writing (unverzüglich) of any event or circumstance which might reasonably be expected to have a material adverse effect on the Security Interests granted hereunder; and
(e) to notify the Collateral Holder without undue delay of any attachment (Pfändung) over any of the Charged Assets and and/or any third parties bringing claims in respect of the Transferred Assets or any of the Charged Assets part thereof or any other measures which would impair or could jeopardize the Collateral Agent Holder’s rights relating to any of the Charged Transferred Assets or materially impair their value, such notice to be accompanied by any documents the Collateral Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß) and all other documents necessary or expedient for a defence against such attachment. The Transferor shall inform the relevant attaching creditor immediately about the Collateral Holder’s Security Interest.
13.2 In case any of the Transferred Assets are encumbered by a statutory lien (gesetzliches Pfandrecht), the Transferor shall provide to the Collateral Agent Holder upon its request proof of due payment of any claim secured by such statutory lien. If the Transferor fails to provide such proof of payment, the Collateral Holder shall be entitled to discharge any secured obligations at the Transferor’s security interests without undue delay;expense.
12.5 unless otherwise agreed pursuant to 13.3 A consent required from the Collateral Holder under this Agreement or the Principal Finance Documents to take, at its own cost and expense, all such action as is available to it as Clause 13 may be necessary withheld if the Transferor cannot prove that the contemplated action for which such consent is required would maintain the purpose full legal and economic quality and effectiveness of the creation, perfection, protection or maintenance of the security rights created or intended to be created by or pursuant to this Agreement or to facilitate the realisation of the Charged Assets;
12.6 upon the Collateral Agent ’s request following the occurrence of an Enforcement Event and while it is continuing, to allow the Collateral Agent (and/or accountants and/or other professional advisors and contractors of the Collateral Agent) to inspect the Charged Assets and the Security Area and to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Transferor during normal business hours, and to make and take away copies of any and all of such books, accounts and other documents;
12.7 following the occurrence of an Enforcement Event and while it is continuing to provide the Collateral Agent promptly at its request with all information and documents which are necessary or desirable in relation to the Charged Assets to protect the legitimate interests of the Collateral Agent and/or the Secured Parties or to enforce any claim assigned hereunder; andInterest.
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